Ultimate Ben 10
by ZeroBen
Summary: A OneShot origin story. My own version of Ben Tennyson finding the Omnitrix and becoming Ben 10.


**Disclaimer: I do not own Ben 10.**

**Intro- **Just a one-shot I did with some free time over the weekend. It's a different vision of Ben 10, but not drastically different. But, if something does seem out of place or different, it was meant to be. Right now, it's simply a one shot origin story. Will there be an Ultimate Ben 10: The Series? I don't know, depends on how many people like this one shot, I guess. Anyway, hopefully read, enjoy, review. Thanks.

**Ultimate Ben 10**

If you are 16 year old Ben Tennyson, then you're extremely bored, all-too hot on this first day of summer break, and you're praying for some excitement to come your way. Laying in bed, staring straight up at the ceiling, knowing full-well his grandmother would have an all-out fit if she saw him wearing his sneakers while having his feet up on his bed. Speaking of which, if Ben received a dollar for everytime someone told him it was time to buy a new pair of sneakers, he'd be quite the millionaire.

Meanwhile, back to the boredom. What to do? What to do? Well, for starters, this whole throwing a foam basketball up and down repeatedly was starting to irritate. Of course, that didn't mean that he would stop. Truth be told, it was one of his favorite things to do in this world. Yeah, pathetic, huh? Nevertheless, Ben strived on, trying to think of something to fill his time.

Cue Ben's 13 year old, annoying, aggravating, angsty, - this is all according to him by the way- cousin Gwen. She walked into Ben's room and plopped down in his video game chair. She eyed his sneakers, which Ben promptly set down on the floor, sitting upright in the process. She spoke, "Shouldn't you be out... you know... with friends? It's the first day of vacation and all."

Ben scoffed, "Whatever. Anyway, why are you here? Shouldn't _you_ be the one out with _your_ friends?"

Gwen sighed, a hint of sadness to her, "My parents have to travel for awhile because of their work. So, i'm stuck here for a few weeks."

Ben groaned, "No one ever tells me anything!" and marched out of the bedroom, "GRANDPA!"

**Outside...**

The boy found both of his grandparents outside, each doing their part fo fix up an old RV. Upon seeing the rust bucket, Ben scratched his head and wondered how long he had been in his bedroom, as this was the first time he ever layed eyes upon this RV. For a few pleasant moments, Ben forgot his cousin troubles and had to ask the question, "This is new. Where'd it come from?"

Max, the grandfather, smiled, "Not new, my boy. I just had it stored at a friends' house."

_'Wow, grandpa Max has more friends than I do.'_ Ben thought to himself.

"So," his grandmother peeked her head out of the RV, "What is all your yelling about?"

Ben sighed, "Gwen's staying here for three weeks and nobody told me? She's like a rash, she exists to annoy me!"

"She's your cousin, Benjamin." his grandmother scolded calmly.

Grandpa Max looked to Ben, "It was decided upon today, and her parents had no other choice."

Ben crossed his arms and sulked. Little did he know, Gwen was up in the window, her feelings a bit hurt, "I guess he really doesn't want me around."

**That night...**

Almost midnight on the dot and Ben wasn't falling asleep anytime soon. Why even try? Still bummed out about his recent summer boredom, Ben swung his legs off the bed and ran both hands over his shaggy hair. Maybe a quick snack would settle him down, maybe even make him a little sleepy. At any rate, worth a shot. With that being decided upon, Ben quietly made his way into the hall and downstairs, not noticing that the guest room light was on and the door open a crack. Downstairs, Ben grabbed some milk and cookies. Classic midnight snack to calm the ol' nerves and put you to sleep. At least for Ben Tennyson.

Ben munched on the cookies and downed the glass of milk. While doing so, his mind drifted to Gwen. Maybe he was a little cold? He probably didn't need to be to rough on her. After all, all she did was annoy him, it wasn't like she was flat out mean or anything. In the morning, he would try to smooth things over. Ben finished his milk and that was the end of the snack. He crept up the stairs, always worried he'd wake up his grandparents and would have to see Grandma with those roller things in her hair. Yeesh.

Upon passing the guest room, Ben finally noticed a light on. Was Gwen still awake? Something didn't smell just right, and Ben found himself curious. He knocked softly and whispered, "Gwen?" . No answer. Curiousity getting the best of him, and his instincts telling him something was up, Ben slowly pushed the door open. Only to find that Gwen was nowhere to be seen! A slight breeze kicked up, blowing the curtains and it became obvious to Ben that his little cousin had climbed out the window. Ben spotted a sheet of paper on the bed, "I'm sorry Grandpa and Grandma, but I know that Ben doesn't like me and doesn't want me around. So, i'm going to stay with my friend Reesey for awhile. I'm sorry. Love you guys, Gwen. PS, tell Ben that i'm sorry."

Ben sat down on the bed, panic filling him. Who the heck was Reesey? Where did she live? Hopefully it was a she. And, Gwen must of overheard Ben complaining to their grandparents. Oh no, Ben sighed, his head falling forward, it was all his fault! Ben needed to fix this somehow. If his grandparents found out Gwen had runaway, they would go nuts, not to mention the trouble Ben would find himself in for being the one to start it all. He had to find Gwen and get her back home before anyone was the wiser. First thing first, turn off the light and prop up some pillows under the blankets. He never ranaway before, but he saw this on tv plenty of times.

First, a quick change into his white shirt with the black stripe, baggy green cargo pants and those old sneakers everyone bugged him about. Now, Ben's bedroom was further away from his grandparents' room, not to mention in the front instead of back, so he figured it best to slip out his window instead.

**5 minutes later...**

While crossing through a local playground, which had two little league baseball fields and a basketball court, Ben was starting to wonder if this was one of his dumbest ideas yet. How would he find her? He had absolutely no clue where this Reesey lived. He didn't even know who the heck Reesey was. He never even heard the name before, but he had to admit it somehow gave him a wicked craving for some peanut butter cups. Remaining focused on the task at hand, Ben walked through the darkened playground, a chilly breeze reminding him that he should of brought a jacket or hoodie, something with sleeves. He climbed atop a set of bleachers and... wait... what was that? Was it... sniffling? Ben looked all around until...

_CRASH! BOOM! _

Ben was thrown off of the bleacher right into a small brick shed where the playground equipment and such were always stored. The impact was harsh but nothing fatal. The area was bathed in hot orange glow until it subsided almost immediately, leaving behind trails of smoke and a small crater in the middle of one of the little league fields. Smackdab in the middle, right on the pitcher's mound. Through grunts, groans and aches with pains, Ben opened his eyes and slowly stood up, limping over to the bleachers. What in the world was that? As strange or off the wall as it seemed, Ben could of swore that a comet hit earth going about 3 million miles per hour! He leaned against the bleachers, still favoring a few aches and pains, when he spotted out of the corner of his eye, someone running away on the other side of the field. Was it... it had to be... "GWEN!"

Not bothering with a gate, Ben hopped the fence, falling over it in the process and started running towards where he saw his cousin. But, he was stopped momentarily. He had to take a few steps back, it was nearly unbearable. The heat rising from the crater. In his rush to get to his cousin, he briefly forgot that a comet plummeted to earth. Luckily, the heat started fading, though Ben wished he ran further around the crater. And then something shined, sparkling in the twilight. He wanted to run after his cousin, at least who he thought was his cousin, but this comet falling to earth grabbed his attention tighter. Boldly, he peeked over the edge, peering down. Uh-oh, he ended up slipping and falling into the crater!

After the tumble, Ben felt his left wrist land on something cold and metallic. First off, how the heck could it be cold when the crater was hot? Second of all... HOW IN THE BLUE BLAZES DID IT JUST ATTACH TO HIS FREAKIN' ARM! Ben freaked out, trying to take this... whatever it was... off of his wrist. The more he panicked, the more lightheaded he felt. The more lightheaded he felt, the more sleepy he got. After a minute or two, his body slowed and he fainted away in the crater.

Seconds later, a creature emerged. But this creature was far from earthly. It's flames burned bright and hot, it's appearance like nothing seen before. He levitated, its flames fueling itself. The creature took flight, leaving behind an empty and now-cold crater. Could it be? Had Ben Tennyson transformed somehow? Nevertheless, it flew faster and faster, gracefully soaring into the sky before it morphed into another being. In mid-air, the being of flame morphed into a being of red skin and four arms! The creature landed on the tip-top of a backstop, just behind homeplate of the 2nd baseball field. It growled calmly and turned back over its shoulder, spotting squad cars fastly approaching. It let loose another growl and jumped to the ground, easily withstanding the 20 foot drop, and running away.The police were astonished, bewildered and blown away.

"_Tell me ya'll saw what I just saw!"_

_"That thing had to be 12 feet tall! What in God's name was it!?!"_

_"We'll find out soon enough, i'm in pursuit!"_

_"You're chasing that thing!?! Are you nuts!?!"_

The alien ran into the city streets, leaping from car to car, decimating any roof it touched, accidentally blasting out the windshields and other windows, though not much caring at all. He leaped high to a building side, attaching itself to it, losing its grip briefly but maintaining, and looked down. The cars were still chasing and now there were helicopters in the distance. It let out another growl, this one seemingly out of aggravation, and leaped upwards, landing on a rooftop. Then it leaped from roof to roof, more helicopters appearing in the distance, the first batch getting closer. It jumped back down to street-level and faced off. It's teeth gritted together, its yellow eyes showing no remorse, it swung its mighty arms and clapped its hands together. What came next was a loud sonic boom that popped all tires and destroyed all glass. It snickered at its handiwork and then turned around. Amazingly, this creature transformed yet again. This time into an animal-like monster with no eyes. It snarled and started running, a couple motorcycle policemen joining the fray, and the choppers above still zeroeing in.

_"IT'S A MONSTER! IT JUST CHANGED!"_

_"Calm yourself! Calling all squadrons, we need every single unit backing us up immediately. We have something of the paranormal variety. Do not laugh. Yes, you heard me right. It is traveling northeast from the 2-sided park. I repeat, this is of the paranormal variety. No jokes, you must believe me."_

The alien sniffed around and then transformed into a lizard-like physique. It instantly ran off, reaching speeds not known to mankind. In less than two seconds, it was gone... completely and utterly gone.

_"WHAT THE..."_

_"God save us all."_

The alien stopped in an alleyway a few blocks over. In between two shoddy-looking buildings, there was nothing but darkness, faint moonlight, the alien and... Gwen. Gwen screamed in fright and the alien transformed one more time. But, on this occasion, it turned into Ben! The young boy dropped to his knees, sweat dripping off of him, exhaustion settling in his body, and that alien device bound tightly to his left wrist. Gwen composed herself and cautiously, yet slowly, creeped over to Ben. His eyes open to the size of slits, he could barely form a single coherent thought in his mind. But, through it all, he asked... "Who's Reesey?"

Before Gwen could reply, Ben fainted dead away with a thud.

**The following day...**

Ben woke up the next day feeling oddly refreshed and energetic. It'd be a more welcomed change if it wasn't for the sheer harsh reality of what occured the night before. Gwen running away, the comet, that wierd device, and then those monsters. Which, somehow, Ben knew they were aliens. In fact, the more he woke up, the more his brain processed this latest batch of information. Aliens... they all had names. Names. **Heatblast**. **Fourarms**. How did he know this? **Wildmutt**. And the last one... **XLR8**. Just as it started piecing together, a knock came at the door and in walked Grandpa Max...

"Ben, we need to talk."

"I can explain everything."

Max took a seat on the bed and started, "I understand you were only trying to help Gwen. But, two wrongs do not make a right. You should of woke us up."

"Grandpa Max..." Ben seemed a little nervous, "What did Gwen tell you, exactly? Just wondering."

Max sighed, "You should rest."

"Wait," Ben sat up, "How'd I get back home?"

Max arched a brow, "What do you mean?"

"I was..." wait, how did he get home? What if Grandpa Max had no idea that Ben was out cold? Did Gwen somehow carry him home? Nah, Max must of known. "Actually... nevermind."

Grandpa Max appeared a bit perplexed but thought nothing more of it. Once he left, Gwen came into the room a couple minutes later, "Ben..."

"How'd I get home? The last thing I remember is..."

"The police were out looking for aliens." Gwen said, a bit amazed to even be saying such a thing, "They found us and brought us home. I told everyone that you slipped and fell while you were looking for me. But..." she was a bit hesitant, "I know what really happened to you. The comet... the crater... those aliens... you."

Ben held up his left wrist, showcasing the device, "This thing. The aliens came out of this thing somehow. I didn't have any control over them though. I could see everything and feel everything but it was kinda like I was watching a movie. I didn't have any control at all."

Gwen shivered, "Creepy. Thanks though. Ya know, for trying to find me."

Ben waved it off, "I should be the one apologizing for being a jerk."

"So, what now? Are those aliens going to comeback?"

Ben scratched the back of his head, "I have no clue."

Gwen tried to think about it deeper, focusing on the device latched onto Ben's wrist, "What if there's other aliens that are gonna be looking for it? Like, it did fall out of the sky."

Ben stood up and began pacing his floor, "You're right. I mean, now we know aliens are real. There's gotta be good ones and bad ones. And somehow..." he looked to the device on his wrist, "I think the good ones are inside of this thing."

His cousin took a deep breath, "There must be someone we can talk about this to without the police finding out."

Ben turned pale, "Oh no, the police. Fourarms knocked them alls out."

"Fourarms?" Gwen questioned.

Ben nodded and continued, "The police... the FBI... the CIA... the government. Crap, they're all gonna wanna get down to the bottom of this alien thing."

"Nobody knows it's you."

Ben sighed out of relief, "That's one good thing going for me. But, if you're right about more aliens coming... I don't know how much longer it'll be before i'm a jailbird."

"Actually," Gwen mentioned, "Probably more like an... experiment."

Ben flatly glanced over to Gwen and then faced forward, "I should say that my lasting regret about last night is I didn't get to spend my time away from you better." . He smirked, Gwen stuck her tongue out. Good to see their relationship getting back to normal so quickly.

**Awhile later, the parking lot of Food-Shop...**

Ben and Gwen sat in the backseat of their Grandpa's car as they went food-shopping. They weren't getting too much so it wouldn't be long. Neither talked much, both bummed out from being grounded, which they were for a few days, due to their little midnight adventure. Bored, yet again, the two of the them simply counted down the seconds, neither bringing up the whole alien business at first. That was, until...

"Ummm... Ben?" Gwen nudged her cousin while staring off through the windshield, into the sunny sky, "Remember how I said there could be more aliens?"

A sense of dread filled Ben as he looked where Gwen was looking. "What the..."

Something big, purple, and coming down extremely fast, was headed right towards Ben and Gwen. It landed safely in front of their vehicle, people screaming, running, fearing for their lives. Gwen ducked down low in the backseat, "Maybe he's one of the good ones?"

The alien stuck a mighty fist outward towards Ben and that same fist transformed into a cannon. Gwen gulped hard, "Or not?"

Ben whispered to Gwen, "I'm gonna distract him... her... it. You have to run inside, get Grandpa and Grandma, and tell them to leave." . Ben got out of the vehicle, "I'll be fine. Go!"

Ben manuevered his way through the vehicles within the parking lot, the alien keeping its aim focused on the boy at all times. "Omnitrix."

Ben peeked briefly from the back of a car and then looked to his wrist, "Does he mean..."

_BLAST!_

"Whoah!" Ben instinctively rolled out of the way of an explosion, though some of it still caught him and he was flung a few feet. At that moment, he took a quick breath and started fiddling with the Omnitrix as this alien began inching closer. Trouble was... it wasn't working! "No way! C'mon! How's this thing work!?!" . The alien got even closer, Ben starting to run in the opposite direction. He shook his wirst, punched it, anything. Not a thing would work. Not watching where he was going, Ben accidentally ran smack into the rear of a minivan. This action knocked him out.

The alien creeped closer and closer until he was standing right over Ben. At that moment, Ben transformed into Fourarms. **"Six-Six!" **Fourarms growled before giving the alien a punch that knocked him back. Fourarms spoke once more, **"His name is Six-Six. He's a bounty hunter. Giving him the Omnitrix is not an option." **. Fourarms leaped into the air and came down with a mighty blow but Six-Six moved and the alien hit nothing but solid and pure concrete, effectively creating a small crater in the process. Fourarms snarled and swung but Six-Six dodged it once again and then blasted him a couple times with a lazer gun of some sort. Fourarms grimaced in pain, clutching his abdomen.

"Omnitrix."

Fourarms dissapeared, Heatblast taook his place. Heatblast levitated into the air and shot fireballs from his hands, "Actually, ya know what... we're all out of Omnitrixes today. How about a nice tan instead!?!" . "Whoah, wait a minute, _I_ said that!" **"It'd be great if you could stay focused, kid!" **"Right, sorry! Whoah, who said that?"

Six-Six roared, narrowly missing the flames. Once again, his fist transformed into a cannon and he blasted away a few times, each shot missing the elusive Heatblast. Then, quite suddenly, Six-Six lifted a small car and threw it at Heatblast, and it was right on target. Heatblast was knocked back, thankfully not sandwiched under the car once it landed. The alien shook his head and got back up slowly, "Ugh, that hurt!" Ben exclaimed from within the alien, though his voice warped dramatically into the alien's voice.

Emergency crews began surrounding the area. Police, firetrucks, ambulances. All innocents were being evacuated as quickly and safely as possible. "Which alien can take Six-Six out?" Ben asked, holding his side, **"First things first. Put out the fires." **"How?" Ben asked, creating a fireball and nailing the bounty hunter with it, direct hit. **"Trust your instincts!" **. Ben took to the skies while Six-Six recooped. Concentrating, Ben focused his energy towards the raging fires and he managed to put all the small fires out in the area. "Yes!"

Trusting his instincts once more, Ben managed to conjur up and control his next transformation. Although, it didn't come out quite as planned. Ben turned into an alien by the name of **Cannonbolt**. A round alien. Ben groaned, "Instincts, just gotta trust my instincts!" . Then the alien rolled into a ball and rolled straight for Six-Six, effectively taking him down. The next moment, Ben transformed back into Four... actually, **Diamondhead**. "What in the world!?!"

With seemingly a city watching on, Diamondhead prepared for a fight. Hopefully, a knockout blow would be coming next. The alien charged in, as did Six-Six. The bounty hunter punched the alien, but Diamondhead shrugged it off and fired back with a shot of his own, right under the jaw, effectively knocking Six-Six's helmet right off his head. With Six-Six stumbling around, Ben saw an opening. Trusting his instincts, as Heatblast instructed, Ben used Diamondhead's ability to shapeshift somewhat and turned his fingers into razor-like blades. All of Six-Six's pouches were promptly cut off. Then Ben transformed into Fourarms and proceeded to send blow after blow until Six-Six was effectively knocked unconscious. Then, to everyone's surprise, Six-Six started sparking and simply... blew up.

Tired, Fourarms dropped to a knee, **"No, it was only a cyborg." **"It wasn't the real Six-Six?" **"We should have known. The real Six-Six wouldn't be that easy to defeat." **"So, what now?" . Suddenly, Ben transformed into a tiny little grey alien, "Holy crap!" . Then, it dawned on him. This could come in handy for evading the police who still had the area surrounded. Quickly, Ben escaped.

**That night...**

Back home, Ben and his cousin had just finished explaining the unreal situation to their grandparents. Though a bit skeptical, they had no choice but to believe it to be true. After all, the aliens were all over the news, and Ben wasn't in the vehicle when they made their way home. He stuck his left wrist out, "It's this thing. I don't know how it works but it's called the _Omnitrix_."

"It's crazy... it doesn't make much sense... but, we believe you." Grandpa Max said.

"But, i'm not so sure about this battling otherworldy creatures." their grandmother spoke, "It's far too dangerous for my grandchildren."

Ben spoke up, "One of the aliens told me that giving up the Omnitrix isn't an option. I know how crazy I sound but i'm starting to think this is my destiny."

"Destiny." their grandmother scoffed, leaving the room angrily.

Max sighed, "All of this is going to take some time to digest." . Max ran both hands over his head, his mind racing with the new information, "I can't even make any darn sense of it. Get some sleep, tonight. We'll discuss this in the morning." . With that, Grandpa Max went upstairs to go to bed.

Ben and Gwen were left alone in the livingroom, the tv in the background playing footage of the Alien/Robot battle royale from earlier. Ben sat back, yawning. Gwen wiped her eyes, getting more and more sleepy by the second. "It's not over."

"Are you scared?"

Ben stared towards the television, the images of aliens fighting off that robot playing nonstop, "A little."

Gwen was shocked, "Only a little!?!"

"It's like... I don't know, I have confidence now. When I was turning into those aliens, and felt like I had some control, I... just felt... like a superhero." . Ben continued, "And I guess now the world is gonna need a superhero to protect it. Not to mention, somehow I know there's more aliens inside this thing. I've only transformed into seven. But, i'm thinking there's... ten." . He smirked, "Just call me **Ben 10**." . He chuckled and turned to his cousin, "And that's probably why... aw man." Gwen was fast asleep. Groaning, Ben crossed his arms, "So much for my big origin speech!"

**In the grandparents' bedroom...**

Grandpa Max was seated on the foot of the bed, his wife already in bed. Over and over, the alien battle was shown on nearly every station. The United States of America was put on the highest alert possible. Max put his head in his hands. His wife had something to say, "We can't let much more time pass. Tonight was a perfect opportunity. I still firmly believe we should of let Benjamin know that this was no fluke or coincidence. He's right, it is his destiny."

Max turned off the tv and finally slipped into bed, "It's not his destiny, it's mine."

"Not anymore. Fate has intervened and Benjamin now posesses the Omnitrix."

"How do you tell two kids that their grandfather battled aliens for a living, and that their grandmother is an alien in disguise?"

She scoffed, "I'm not their actual grandmother. It isn't as if I gave birth to either of their parents."

"_Xylene_, they look up to you as if you were. You've heard them, they consider you to be their grandmother."

"At any rate, we must, at the very least, inform Benjamin. You do realize that it was Vilgax who sent that cyborg, and it was simply a test. Next time, it will be the real Six-Six."

**The End**


End file.
